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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 4/3/24 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 30697 |
| Issuer Name: Wendy's Co |
| Issuer Trading Symbol: WEN |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1661127 |
| | Owner Name: Peltz Matthew H. |
| Reporting Owner Address: |
| | Owner Street 1: 223 SUNSET AVENUE |
| | Owner Street 2: |
| | Owner City: PALM BEACH |
| | Owner State: FL |
| | Owner ZIP Code: 33480 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/3/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,469 |
| | | Transaction Price Per Share: |
| Value: 18.46 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| Footnote ID: F1 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 100,044 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 15,943,466 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Trian Partners |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 132,397 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Peltz 2009 Family Trust |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Footnotes: |
| Footnote - F1: Shares were issued pursuant to the Company's 2020 Omnibus Award Plan (the "Plan") in lieu of a quarterly Board of Directors retainer fee and quarterly Board committee retainer fees that would otherwise be payable in cash. In accordance with the Plan, the price is the average of the closing price per share on the 20 consecutive trading days immediately preceding the date on which the retainer fees would otherwise be payable. |
| Footnote - F2: Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Fund-G II L.P., and Trian Partners Strategic Fund-K, L.P. (collectively, the "Trian Funds"), and as such determines the investment and voting decisions of the Trian Funds with respect to the shares of the Issuer held by them. Mr. Peltz is the Co-Chief Investment Officer and a partner of Trian Management, and a limited partner or member of certain affiliates of the Trian Funds, and as such has an indirect interest in the shares of the Issuer held by the Trian Funds. |
| Footnote - F3: (FN 2, contd.) Mr. Peltz is also a limited partner in Trian Partners GP, L.P. ("Trian GP") and a member of Trian Partners General Partner, LLC, the general partner of Trian GP, and as such has an indirect interest in the shares of the Issuer held by Trian GP. The reporting persons disclaim beneficial ownership of the shares held by Trian Management and Trian GP (collectively, "Trian Partners") except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| Footnote - F4: Mr. Peltz disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| Footnote - F5: All such shares are owned by the Peltz 2009 Family Trust. Mr. Peltz is a trustee of the trust. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Daniel R. Marx, Attorney-In-Fact for Matthew H. Peltz |
| Signature Date: 4/5/24 |
